SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240-14a-12
Capital City Bank Group, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
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NOTICE OF 2000 ANNUAL MEETING OF SHAREOWNERS AND PROXY STATEMENT
Capital City Bank Group, Inc.
217 North Monroe Street
Tallahassee, Florida 32301
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CONTENTS
______________________________________________________________________
LETTER TO SHAREOWNERS NOTICE OF ANNUAL MEETING OF SHAREOWNERS
PROXY STATEMENT
GENERAL INFORMATION 1
CORPORATE GOVERNANCE 2
NOMINEES FOR ELECTION AS DIRECTORS 3
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS 4
COMPENSATION COMMITTEE REPORT 5
SHARE OWNERSHIP 7
EXECUTIVE OFFICERS AND TRANSACTIONS WITH MANAGEMENT 9
SUMMARY COMPENSATION TABLE 10
INCENTIVE COMPENSATION AND STOCK PURCHASE PLANS 11
RETIREMENT PLANS 12
FIVE-YEAR PERFORMANCE GRAPH 14
RATIFICATION OF AUDITORS 15
ANNUAL REPORT 15
______________________________________________________________________
LETTER TO SHAREOWNERS
______________________________________________________________________
CAPITAL CITY BANK GROUP, INC.
217 North Monroe Street
Tallahassee, Florida 32301
April 4, 2000
Dear Fellow Shareowners:
You are cordially invited to attend our 2000 Annual Meeting of
Shareowners at 4:00 p.m., local time, on Tuesday, April 25, 2000,
at the Florida State Conference Center in Tallahassee, Florida.
At the meeting, I will report on the state of our business and
our plans for the future. Also, we will elect two Class III
directors to our board of directors and ratify our accountants
for fiscal 2000.
Your board of directors encourages the vote of every shareowner.
The meeting will begin at 4:00 p.m. I hope you will come early
and join your friends for light refreshments at 3:30 p.m.
Your vote is important. Whether or not you plan to be present at
the meeting, please review the proxy materials and return your
proxy instructions by Friday, April 14, 2000.
Sincerely,
/s/ William G. Smith, Jr.
William G. Smith, Jr.
President and Chief Executive Officer
______________________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREOWNERS
______________________________________________________________________
______________________________________________________________________
TIME
______________________________________________________________________
4:00 p.m., local time, on April 25, 2000
______________________________________________________________________
PLACE
______________________________________________________________________
Florida State Conference Center
555 West Pensacola Street
Tallahassee, Florida
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BUSINESS
______________________________________________________________________
(1) Elect two Class III directors to the board of directors
(2) Ratify the appointment of Arthur Andersen LLP as the
auditors for the fiscal year ending December 31, 2000
(3) Transact other business properly coming before the meeting
or any adjournment of the meeting
______________________________________________________________________
RECORD DATE
______________________________________________________________________
Shareowners owning Capital City Bank Group shares at the close of
business on March 1, 2000, are entitled to attend and vote at the meeting
______________________________________________________________________
DOCUMENTS
______________________________________________________________________
The Proxy Statement, proxy card, and Capital City Bank Group
Annual Report are included in this mailing
______________________________________________________________________
VOTING
______________________________________________________________________
Even if you plan to attend the meeting in Tallahassee, please
provide us your voting instructions in one of the following ways
as soon as possible:
(1) Internet - use the internet address on the proxy card
(2) Telephone - use the toll-free number on the proxy card
(3) Mail - mark, sign, and date the proxy card and return in the
enclosed postage-paid envelope
By Order of the Board of Directors, J. Kimbrough Davis, Corporate
Secretary, April 4, 2000
______________________________________________________________________
PROXY STATEMENT -- GENERAL INFORMATION
______________________________________________________________________
Q: Why am I receiving this Proxy Statement and proxy card?
A: The board of directors is soliciting your proxy for the 2000
Annual Meeting of Shareowners and any adjournments of this
meeting. The meeting will be held at 4:00 p.m., local time,
on Tuesday, April 25, 2000, at the Florida State Conference
Center, 555 West Pensacola Street, Tallahassee, Florida.
This Proxy Statement and the proxy card are being provided
to shareowners on or about April 4, 2000.
Q: What is being voted upon?
A: The election of two Class III directors and the ratification
of the Company's auditors. None of the proposals to be
considered create dissenter's rights. We are not aware of
any other matters to be presented to the meeting; however,
the holders of the proxies will vote in their discretion on
any other matters properly presented.
Q: Who can vote?
A: All shareowners of record on the record date of March 1,
2000. On that date, there were 10,197,712 Capital City Bank
Group common shares outstanding and entitled to vote, and these
shares were held of record by approximately 1,362 shareowners.
Q: How much does each share count?
A: Each share counts as one vote. For the proposals scheduled
to be voted upon at the meeting, withheld votes on
directors, abstentions and shares held by a broker that the
broker fails to vote are all counted to determine a quorum,
but are not counted for or against the matters being
considered.
Q: How do I give voting instructions?
A: You may attend the meeting and give instructions in person
or by the internet, by telephone, or by mail. Instructions
are on the proxy card. The appropriate individuals named on
the enclosed proxy card, will vote all properly executed
proxies that are delivered in response to this solicitation
and not later revoked in accordance with the instructions
given by you.
Q: Can I change my vote?
A: Yes, you may revoke your proxy by submitting a later proxy
or by written request received by the Company's corporate
secretary before the meeting. You may also revoke your
proxy at the meeting and vote in person.
Q: What does it mean if I get more than one proxy card?
A: You will receive a proxy card for each account that you
have. Please vote proxies for all accounts to ensure that
all your shares are voted.
Q: When are shareowner proposals due for the 2001 Annual Meeting?
A: Shareowner proposals that are to be included in the Proxy
Statement for the 2001 meeting must be received by December
8, 2000. Shareowner proposals for the 2001 meeting that are
not intended to be included in the proxy statement for that
meeting must be received by February 19, 2000 or else the
board of directors can vote the proxies in its discretion on
the proposal. Proposals must comply with the proxy rules
and be submitted in writing to:
J. Kimbrough Davis
Corporate Secretary
Capital City Bank Group, Inc.
217 North Monroe Street
Tallahassee, Florida 32301
Q: Who pays for soliciting proxies?
A: The Company pays the cost of soliciting proxies. The
officers or other employees of the Company or its
subsidiaries may solicit proxies to have a larger
representation at the meeting.
______________________________________________________________________
CORPORATE GOVERNANCE
______________________________________________________________________
How is the Company organized?
Capital City Bank Group is a bank holding company managed by a
core group of officers and governed by a board of directors that
has been set at eight members. The board of directors is divided
into three classes.
What are directors paid for their services?
Only non-employee directors are compensated for board service.
The pay components for 1999 were:
Annual Retainers:
* $2,500 for each member of the board of directors
* $1,000 additional annual retainer if serving as chairman of
a board committee
Meeting Fees:
* $400 for each board meeting attended
* $50 per hour for each committee meeting attended
Directors are also permitted to purchase shares of common stock
at a 10% discount from fair market value under the 1996 Director
Stock Purchase Plan. Purchases under this Plan may not exceed
the annual retainer and meeting fees received.
COMMITTEES OF THE BOARD
Audit Committee:
* Members are Mr. Humphress, Chairman; Mr. Cox; Ms. Knox; and
Mr. Lewis
* Met five times in 1999
* Oversees the Company's auditing, accounting, financial
reporting, legal compliance, and internal control functions
* Monitors and reviews the Company's compliance with Section
112 of the Federal Deposit Insurance Corporation Improvement Act
of 1991 and reviews regulatory reports
* Reviews independent accountants' report on the Company's
financial statements, significant changes in accounting
principles and practices, significant proposed adjustments, and
any unresolved disagreements with management concerning
accounting or disclosure matters
* Recommends independent accountants and reviews their
services, fees, and the scope and timing of audits
Compensation Committee:
* Members are Mr. Cox, Chairman; Mr. Humphress; Ms. Knox;
Mr. Lewis; and Mr. Wight
* Met one time in 1999
* Evaluates performance of the President and Chief Executive
Officer and recommends compensation
* Administers executive compensation plans
The board of directors does not have a standing nominating
committee. The whole board of directors performs this function.
MEETINGS
The board of directors met 12 times in 1999. Average director
attendance at all board and committee meetings was 96%. No
director attended less than 75% of the applicable meetings.
______________________________________________________________________
NOMINEES FOR ELECTION AS DIRECTORS
______________________________________________________________________
ITEM NO. 1 -- ELECTION OF DIRECTORS
The board of directors is divided into three classes, designated
Class I, Class II and Class III. The directors in each class are
elected for terms of three years or until their successors are
duly elected and qualified.
At the meeting, the shareowners will elect two Class III
directors. The individuals named on the enclosed proxy card will
vote, unless instructed otherwise, each properly delivered proxy
for the election of the following nominees as directors. If a
nominee is unable to serve, the shares represented by all valid
proxies which have not been revoked will be voted for the
election of a substitute as the board of directors may recommend,
or the board of directors may by resolution reduce the size of
the board of directors to eliminate the resulting vacancy. At
this time, the board of directors knows of no reason why any
nominee might be unavailable to serve.
CLASS III DIRECTOR NOMINEES:
- ----------------------------
DUBOSE AUSLEY
Mr. Ausley, 62, has been a director since 1982. He is the
Chairman of the Board of the Company and is also Chairman of the
law firm of Ausley & McMullen. Since 1992, he has served as a
director of TECO Energy, Inc. Since March of 1993, Mr. Ausley
has served as a director of Sprint Corporation. From 1982 to
1993, he served as a director of Centel Corporation.
JOHN K. HUMPHRESS
Mr. Humphress, 51, has been a director since October 1994. Since
1973, he has been a shareholder of Krause Humphress Pace &
Wadsworth, Chartered CPA's.
If elected, Messrs. Humphress and Ausley will serve as Class III
directors until the 2003 Annual Meeting. Each nominee has served
as a director for at least the past five years.
The affirmative vote of a plurality of shares present and
entitled to vote is required for the election of directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINEES.
______________________________________________________________________
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
______________________________________________________________________
CONTINUING CLASS I DIRECTORS:
- -----------------------------
(Term expiring in 2001)
CADER B. COX, III
Mr. Cox, 50, has been a director since October 1994. Since June
1976, he has served as President of Riverview Plantation, Inc., a
resort and agricultural company.
WILLIAM G. SMITH, JR.
Mr. Smith, 46, has been a director since 1982. In January 1995,
he was elected President and Chief Executive Officer of the
Company and Chairman of Capital City Bank. Mr. Smith served as
Executive Vice President and Chief Operating Officer of the
Company from 1987 to 1995 and President and Chief Executive
Officer of Capital City First National Bank of Tallahassee from
1989 to 1995. Mr. Smith is the first cousin of Lina S. Knox.
JOHN B. WIGHT, JR.
Mr. Wight, 70, has been a Class I director since May 1999. He
was Chairman of Grady Holding Company and remains Chairman of its
subsidiary, First National Bank of Grady County, which entities
were recently acquired by the Company. He is an owner of Wight
Nurseries, Inc., an ornamental plant grower in Cairo, Georgia.
From 1980 to 1981, he was President of the American Association
of Nurserymen.
CONTINUING CLASS II DIRECTORS:
- ------------------------------
(Term expiring in 2002)
THOMAS A. BARRON
Mr. Barron, 47, has been a director since 1982. He is Treasurer
of the Company and was elected President of Capital City Bank in
January 1995. He served as President of Capital City Second
National Bank from 1979 to 1995 and President of Industrial
National Bank from 1982 to 1995.
LINA S. KNOX
Ms. Knox, 55, has been a director since January 1998. She is a
dedicated community volunteer. Ms. Knox is the first cousin of
William G. Smith, Jr.
JOHN R. LEWIS
Mr. Lewis, 57, has been a Class II director since December 1999.
He is President and Chief Executive Officer of Super-Lube, Inc.,
Tallahassee, Florida which he founded in 1979. From 1997 to
1998, he was the chairman of Tallahassee Memorial Health Care and
currently serves as a board member of this organization.
OTHER EXECUTIVE OFFICERS:
- -------------------------
J. KIMBROUGH DAVIS
Mr. Davis, 46, was elected Executive Vice President and Chief
Financial Officer of the Company in January 1997. He served as
Senior Vice President and Chief Financial Officer from 1991 to
1997. In January 1997, he was elected Executive Vice President
and Chief Financial Officer of Capital City Bank.
______________________________________________________________________
COMPENSATION COMMITTEE REPORT
______________________________________________________________________
What Is the Executive Compensation Philosophy?
We are responsible for recommending to the board of directors the
compensation of William G. Smith, Jr., the Company's President
and Chief Executive Officer. Our intent is to provide a
competitive compensation program that is linked directly to the
Company's strategic business objectives and its short-term and
long-term operating performance. With the objectives of
strengthening company performance and maximizing shareowner value
over time, this policy serves to align the interests of the
President and Chief Executive Officer with those of the shareowners.
What Comprises Total Executive Compensation?
* Base pay
* Short-term incentives
* Long-term incentives
Total Executive Compensation
We use a peer group of banks as a guide for determining the level
of compensation. The banks in the peer group were chosen based on
the similarities with the Company relative to size and markets served.
We also periodically engage an independent executive compensation
consultant to assist in the assessment and evaluation of the
appropriateness of the compensation.
Base Salary
We determine base salary by assessing the responsibilities
required by the position, the experience of the individual, and
the competitive market. Mr. Smith was elected as President and
Chief Executive Officer in January 1995. From 1993 to 1998, no
adjustments to his base salary were made, even though he assumed
additional responsibilities. In 1999, Mr. Smith's base salary
increased to $145,000 per year. Mr. Smith has also had the
opportunity to earn additional compensation under various
performance-based compensation plans.
Annual Performance Bonuses
Annual cash bonuses are paid through the profit participation
plan. All of the executives participate in this plan.
Performance Goals
We base annual performance bonuses on the attainment of corporate
and individual goals that we set at the beginning of the year.
We believe that accomplishing corporate goals is essential for
the Company's continued success and sustained financial performance.
The amount of cash bonus which Mr. Smith may earn increases or
decreases, within a range, by a multiple of the percentage by
which net income exceeds or falls short of established profit
goals. The goals are based upon earnings performance. We
believe improved earnings performance will translate into
long-term increases in shareowner value.
Annual Bonus Payments
Mr. Smith's annual bonus was tied directly to the Company's
actual profitability for 1999 compared to targeted profitability.
We believe his performance and influence are best measured by the
Company's profitability and performance goals. In 1999, his
incentive compensation represented 96% of his total cash compensation.
Incentive Plan
The Company maintains an Associate Incentive Plan. Under this
plan, Mr. Smith is eligible to earn common stock. Actual grants
are determined by the board of directors based on the achievement
of short-term and long-term performance goals. These goals are
set by the board of directors with reference to several
performance factors. The factors are generally based on
financial performance, including earnings, operating efficiency,
asset quality and growth.
Specific targets and weightings used for establishing short-term
and long-term performance goals are subject to change at the
beginning of each measurement period, and are influenced by the
board of directors' desire to emphasize performance in certain
areas. In addition to stock earned in 1999, the Company provided
a cash bonus equal to 31% of the value of stock as a partial
offset to the tax liability incurred by Mr. Smith.
For achieving short-term performance goals for 1999, Mr. Smith
received a payout of 542 shares under this plan, with a fair
market value of $21.50 per share on December 31, 1999. The
opportunity at maximum performance was 985 shares.
During the five-year period from January 1, 1997 to December 31,
2001, William G. Smith, Jr. is entitled to receive 22,500 shares
of common stock as a restricted stock award under the 1996
Incentive Plan. The award vested in five 4,500-share increments
as the Company's stock met certain price thresholds. Mr. Smith
could forfeit these shares if Mr. Smith's employment is
terminated during the five-year period. On December 19, 1997,
Mr. Smith was granted 18,000 shares of common stock in accordance
with the provisions of this award. On that date, the closing
price of the common stock was $26.83 per share. On February 28,
1998, Mr. Smith received the remaining 4,500 shares subject to
this award. On that date, the closing price of the common stock
was $29.25 per share.
Summary
We believe that the policies and programs described in this
report link pay and performance and serve the best interest of
shareowners. We frequently review the various pay plans and
policies and modify them as we deem necessary to continue to meet
the Company's business objectives and philosophy.
Members of the Committee:
Cader B. Cox, III
John K. Humphress
Lina S. Knox
John R. Lewis
John B. Wight, Jr.
______________________________________________________________________
SHARE OWNERSHIP
______________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's directors and executive officers, and parties
owning beneficially more than 10% of the common stock, must file
reports with the Securities and Exchange Commission to reflect
their interests in the Company's common stock. Copies of these
reports must be furnished to the Company. Based solely upon on a
review of these reports received by the Company for fiscal 1999
and written representations from some of its officers and
directors, the Company believes that each required Section 16(a)
report for 1999 was filed on time.
SHARE OWNERSHIP TABLE
Beneficial owners of more than 5% of the common stock are
required to file reports with the Securities and Exchange
Commission. The following table provides information, as of
March 1, 2000, on the common stock beneficially owned by
beneficial owners who have filed the required reports, beneficial
owners who were known to the Company to beneficially own more
than 5% of the common stock, directors, executive officers named
in the Summary Compensation Table, and all executive officers and
directors as a group.
Shares Percentage of
Beneficially Outstanding
Owned (1) Shares Owned
DuBose Ausley 619,006(3) 6.07%
Post Office Box 391
Tallahassee, Florida 32302
Robert H. Smith(2) 2,709,916(4) 26.57%
Post Office Box 11248
Tallahassee, Florida 32302
William G. Smith, Jr.(2) 2,750,451(5) 26.97%
Post Office Box 11248
Tallahassee, Florida 32302
John B. Wight, Jr. 689,381(6) 6.76%
Post Office Box 58
Cairo, Georgia 31728
Thomas A. Barron 254,049(7) 2.49%
Cader B. Cox, III 254,833 2.50%
J. Kimbrough Davis 33,981(8) *
John K. Humphress 364,891(9) 3.58%
Lina S. Knox(2) 69,225(10) *
John R. Lewis 2,800 *
All Directors and 5,038,617 49.41%
Executive Officers as a Group
(9 Persons)
*Represents less than one percent.
(1) For purposes of this table, a person is deemed to be the
beneficial owner of any shares of common stock if he or she
has or shares voting or investment power with respect to the
shares or has a right to acquire beneficial ownership at any
time within 60 days from the record date. "Voting power" is
the power to vote or direct the voting of shares and
"investment power" is the power to dispose or direct the
disposition of shares.
(2) Robert H. Smith and William G. Smith, Jr. are brothers, and
Lina S. Knox is their first cousin.
(3) Includes (i) 182,676 held in trust under which Mr. Ausley
serves as trustee and has sole voting and investment power;
(ii) 30,000 shares owned by a corporation of which Mr.
Ausley is Chairman and controls voting and investment power;
(iii) 50,430 shares held in trusts under which Mr. Ausley
serves as a trustee and has shared voting and investment
power; and (iv) 4,425 shares owned by Mr. Ausley's wife, of
which he disclaims beneficial ownership.
(4) Includes (i) 63,860 shares in accounts for his children for
which Mr. Smith is Custodian; (ii) 359,859 shares held in
certain trusts under which Mr. Smith shares voting and
investment power as a co-trustee; (iii) 368,181 shares held
by a partnership under which Mr. Smith shares voting and
investment power; (iv) 27,387 shares owned by Mr. Smith's
wife, of which he disclaims beneficial ownership; and (v)
1,166,205 shares in the Estate of Godfrey Smith of which
Mr. Smith shares voting and investment power as co-personal
representative. Of the shares beneficially owned by Robert
H. Smith, 1,894,245 shares are also beneficially owned by
William G. Smith, Jr.
(5) Includes (i) 49,877 shares in accounts for his children for
which Mr. Smith is Custodian; (ii) 359,859 shares held in
certain trusts under which Mr. Smith shares voting and
investment power as a co-trustee; (iii) 368,181 shares held
by a partnership under which Mr. Smith shares voting and
investment power; and (iv) 21,760 shares owned by Mr.
Smith's wife, of which he disclaims beneficial ownership;
and (v) 1,166,205 shares in the Estate of Godfrey Smith of
which Mr. Smith shares voting and investment power as co-
personal representative. Of the shares beneficially owned
by William G. Smith, Jr., 1,894,245 shares are also
beneficially owned by Robert H. Smith.
(6) Includes 92,708 shares owned by Mr. Wight's wife, of which
he disclaims beneficial ownership.
(7) Includes (i) 103,542 shares held in trusts under which Mr.
Barron serves as trustee; (ii) 459 shares for which
Mr. Barron has power of attorney and may be deemed to be a
beneficial owner; and (iii) 18,500 shares owned by Mr.
Barron's wife, of which he disclaims beneficial ownership.
(8) Includes (i) 924 shares in accounts for his children for
which Mr. Davis is Custodian; (ii) 13,125 shares owned
jointly by Mr. Davis and his wife; and (iii) 3,265 shares
owned by Mr. Davis's wife, directly and through an
Individual Retirement Account, all of which he disclaims
beneficial ownership.
(9) Includes (i) 77,370 shares held by a limited partnership of
which Mr. Humphress is a general partner and shares voting
and investment power; (ii) 2,841 shares owned jointly by Mr.
Humphress and his wife; (iii) 2,100 shares in accounts for
his children for which Mr. Humphress is Custodian; and
(iv) 1,102 shares owned by Mr. Humphress's wife, directly
and through an Individual Retirement Account, all of which
he disclaims beneficial ownership.
(10) Includes 2,400 shares owned jointly by Ms. Knox and her husband.
______________________________________________________________________
EXECUTIVE OFFICERS AND TRANSACTIONS WITH MANAGEMENT
______________________________________________________________________
EXECUTIVE OFFICERS
Executive officers are elected annually by the board of directors
at its meeting following the annual meeting of shareowners to
serve for a one year term and until their successors are elected
and qualified. Messrs. Ausley, Barron and William G. Smith, Jr.
serve as directors and executive officers of the Company and Mr.
Davis is an executive officer of the Company. For information
pertaining to the business experience and other positions held by
these individuals, see "NOMINEES FOR ELECTION AS DIRECTORS" and
"CONTINUING DIRECTORS AND EXECUTIVE OFFICERS."
TRANSACTIONS WITH MANAGEMENT AND RELATED PARTIES
During 1999, Capital City Bank, a wholly-owned subsidiary of the
Company, had outstanding loans to several of the Company's
directors, executive officers, their associates and members of
the immediate families of these directors and executive officers.
These loans were made in the ordinary course of business and were
made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable
transactions with others. These loans do not involve more than
the normal risk of collectability or present other unfavorable
features.
DuBose Ausley, Chairman of the Board, is Chairman of Ausley &
McMullen, the Company's general counsel. During 1999, the Company
and the Company's subsidiaries paid legal fees to this law firm
of approximately $320,000.
Capital City Bank's Apalachee Parkway Office is located on land
leased from the Smith Interests General Partnership ("SIGP") in
which William G. Smith, Jr., Robert H. Smith and Lina S. Knox are
partners. In addition, a trust for the benefit of Elaine W.
Smith, a relative of William G. Smith, Jr. and Robert H. Smith,
of which DuBose Ausley, Chairman of the Board, is trustee, is
also a partner of SIGP. As trustee of this trust, Mr. Ausley has
the power to vote the SIGP interests owned by the trust. Lease
payments during 1999 from the Company to SIGP totaled
approximately $81,000.
______________________________________________________________________
SUMMARY COMPENSATION TABLE
______________________________________________________________________
<TABLE>
The following summary compensation table shows compensation
information for the Company's President and Chief Executive
Officer and the three other executive officers of the Company who
earned over $100,000 in aggregate salary, bonus and other
compensation in the fiscal year ended December 31, 1999.
<CAPTION>
Annual Compensation Long-Term Compensation
----------------------------------- ----------------------------
Restricted Long-Term
Name and Other Annual Stock Incentive Plan
Principal Position Year Salary Bonus Compensation(1) Awards Payouts(2)
<S> <C> <C> <C> <C> <C> <C>
William G. Smith, Jr. 1999 $145,000 $223,981(3) $ 3,612 - -
President and Chief 1998 $132,000 $190,108(3) $ 4,582 $131,625(4) -
Executive Officer 1997 $132,000 $254,750(3) $51,075 $483,000(4) $145,962
Thomas A. Barron 1999 $160,000 $171,131(3) $ 3,607 - -
Treasurer 1998 $150,000 $ 74,038(3) $ 4,607 - -
1997 $150,000 $229,936(3) $48,535 - $145,346
Godfrey Smith(5) 1999 $ 86,035 $ 56,520 - - -
Vice Chairman 1998 $100,000 $ 75,000 - - -
1997 $100,000 $ 75,000 - - -
J. Kimbrough Davis 1999 $125,000 $ 61,396(3) $ 1,843 - -
Executive Vice 1998 $115,000 $ 55,704(3) $ 2,295 - -
President and 1997 $105,000 $ 69,486(3) $22,861 - -
Chief Financial
Officer
(1) Consists of cash bonuses paid as a tax supplement to
participants in the 1996 Incentive Plan.
(2) Consists of the dollar value of all payouts made for long-
term performance awards granted under the 1996 Incentive
Plan.
(3) Includes cash bonuses and the dollar value of short-term
incentive stock awards.
(4) During the five-year period from January 1, 1997 to December
31, 2001, William G. Smith, Jr. is entitled to receive
22,500 shares of common stock as a restricted stock award
under the 1996 Incentive Plan. The award vested in five
4,500-share increments as the Company's stock met certain
price thresholds. Mr. Smith could forfeit these shares if
Mr. Smith's employment is terminated during the five-year
period. On December 19, 1997, Mr. Smith was granted 18,000
shares of common stock in accordance with the provisions of
this award. On this date, the closing price of the common
stock was $26.83 per share. On February 28, 1998, Mr. Smith
received the remaining 4,500 shares subject to this award.
On this date, the closing price of the common stock was
$29.25 per share.
(5) Godfrey Smith passed away on November 9, 1999.
</TABLE>
______________________________________________________________________
INCENTIVE COMPENSATION AND STOCK PURCHASE PLANS
______________________________________________________________________
1996 Associate Incentive Plan
The 1996 Associate Incentive Plan became effective on February
23, 1996. Awards under this plan may be made until December 31,
2005. Under the plan, key associates of the Company who have
been selected as participants are eligible to receive awards of
equity-based incentive compensation, including stock options,
stock appreciation rights, restricted stock awards, performance
share units and phantom stock, and combinations of these
incentives. The aggregate number of shares of common stock
subject to awards under the plan may not exceed 750,000. The
plan is administered by the board of directors which has the
authority under the plan to establish, adopt and revise plan
rules and regulations and to make all determinations relating to
the plan.
The plan authorizes the establishment of long-term performance
share programs to be effective over designated award periods of
not less than one year nor more than five years. At the
beginning of each award period, the board of directors
establishes performance goals. Performance goals may include
financial or other measures of corporate performance and may be
determined on an individual basis or by categories of
participants. The board of directors has the discretionary
authority to adjust performance goals or performance measurement
standards as it deems equitable in recognition of extraordinary
or non-recurring events experienced during an award period. The
board of directors determines the number of performance share
units to be awarded, if any, to each participant who is selected
to receive an award. The board of directors may add new
participants to a performance share program after its
commencement by making pro rata grants. At the completion of a
performance share program, or at other times as specified by the
board of directors, the board of directors will calculate the
number of shares earned by multiplying the number of performance
share units granted to the participant by a performance factor
representing the attainment of the performance goals.
1995 Associate Stock Purchase Plan
The 1995 Associate Stock Purchase Plan became effective on March
20, 1995. Up to 450,000 shares of common stock may be purchased
under the 1995 Purchase Plan. The purpose of the plan is to
provide associates of the Company and its subsidiaries with an
opportunity to purchase common stock of the Company through
accumulated payroll deductions or other contributions. The plan
is intended to qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986. Under the
terms of the plan, the common stock purchased by participants is
purchased directly from the Company. The plan provides that
common stock may be purchased at a discount, not to exceed 15
percent, which is to be fixed by the board of directors.
In fiscal year 1999, 18,444 shares of common stock were purchased
under the plan. The board of directors has the right to amend or
terminate the plan at any time, provided that no amendment or
termination may adversely affect purchase rights previously
granted, except that an offering period may be terminated by the
board of directors on any exercise date if the board of directors
determines that the termination of the plan is in the best
interests of the Company and its shareowners.
______________________________________________________________________
RETIREMENT PLANS
______________________________________________________________________
Retirement Plan
The Company maintains a noncontributory, defined benefit
retirement plan which covers all full-time associates and
part-time associates with 1,000 hours of service annually that
are employed by the Company and its subsidiaries. The following
table shows the annual retirement benefits payable under the
retirement plan to associates based on the stated compensation
and years of service, assuming the participant was born in 1954
or later, all service is after 1988, and retirement is at the age
of 65.
Compensation Years of Accredited Service
(Social Security Benefits Not Included)
10 20 30
Years Years Years
$ 10,000 $1,900 $3,800 $5,700
20,000 3,800 7,600 11,400
30,000 5,900 11,900 17,800
40,000 8,200 16,400 24,600
50,000 10,500 21,000 31,500
60,000 12,800 25,500 38,300
70,000 15,000 30,100 45,100
80,000 17,300 34,700 52,000
90,000 19,600 39,200 58,800
100,000 21,900 43,800 65,700
125,000 27,600 55,200 82,800
150,000 33,300 66,600 99,900
160,000 35,600 71,100 106,700
170,000 37,800 75,200 113,500
Compensation for retirement plan purposes is limited to the
average monthly compensation for the highest five consecutive
years in the last 10 years of employment. The retirement plan
also provides pre-retirement disability and death benefits. For
2000, the maximum annual compensation recognized for benefit
purposes is $170,000, and the maximum annual benefit permitted
under IRS regulations is $135,000.
As of December 31, 1999, the applicable compensation levels and
accredited service for determination of pension benefits for the
named executive officers would have been:
Compensation Accredited Service
Thomas A. Barron $323,783 25
J. Kimbrough Davis $175,595 18
Godfrey Smith (1) $161,026 62
William G. Smith,Jr. $335,992 21
(1) Godfrey Smith passed away on November 9, 1999. On July 1,
1983, Mr. Smith, being beyond the age of 65, withdrew a
portion of his vested benefits in a lump sum from the
Retirement Plan. On January 1, 1992, Mr. Smith began
receiving a required minimum distribution of $5,061 per
month.
Benefits are equal to the adjusted accrued benefits as of
December 31, 1988, computed in accordance with a prior formula,
plus a percentage of average monthly compensation for each year
of service after 1988. Employees with service prior to 1989 or
born prior to 1955 will have different benefits from those shown
above, depending upon their year of birth, years of service prior
to 1989, and compensation level. No single table is possible for
these employees due to the multiple variables involved.
Supplemental Employee Retirement Plan
Effective January 1, 1996, the board of directors of the Company
implemented a supplemental employee retirement plan covering
William G. Smith, Jr. and Thomas A. Barron. This plan is
designed to restore a portion of the benefits Messrs. Smith and
Barron would otherwise receive under the Retirement Plan if these
benefits were not limited by the tax laws. Participants under
the Retirement Plan receive benefits determined by a formula
which is based on average monthly compensation. Due to the tax
law limitations, the relative benefits payable to Messrs. Smith
and Barron are significantly less than those of other Retirement
Plan participants. The supplemental plan provides additional
benefits, which, when combined with benefits payable under the
Retirement Plan, approximate 60 percent of average monthly
compensation, which more closely aligns the benefits payable to
Messrs. Smith and Barron with those of other Retirement Plan
participants. The Supplemental Plan is not a qualified plan
under the tax laws. The Company has no obligation to fund the
supplemental plan but accrues for its anticipated obligations
under the supplemental plan on an annual basis.
401(k) Profit Sharing Plan
On October 1, 1997, the Company adopted a 401(k) plan. The
purpose of the 401(k) plan is to serve as a supplementary
retirement plan for employees who are eligible to participate.
It is primarily intended to provide a convenient program of
regular savings and investment for eligible employees. The
401(k) plan is presently administered by the Retirement Committee
of Capital City Bank, a wholly-owned subsidiary of the Company.
Capital City Trust Company, an indirect wholly-owned subsidiary
of the Company, serves as trustee of the trust fund into which
funds contributed under the 401(k) plan and the earnings under
the 401(k) plan are held. One investment option provided by the
401(k) plan is a fund of the Company's common stock. Up to
75,000 shares of common stock may be purchased under the 401(k)
plan. During fiscal year 1999, no shares of common stock were
issued under the 401(k) plan.
______________________________________________________________________
FIVE-YEAR PERFORMANCE GRAPH
______________________________________________________________________
This performance graph compares the cumulative total shareholder
return on the Company's common stock with the NASDAQ - Total US
and the NASDAQ Bank Index for the past five years. The graph
assumes that $100 was invested on December 31, 1994 in the
Company's common stock and each of the above indices, and that
dividends are reinvested. The shareholder return shown below for
the five-year historical period may not be indicative of future
performance.
[PERFORMANCE GRAPH APPEARS HERE]
Period Ending
Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
Capital City
Bank Group, Inc. 100.00 103.03 187.87 303.86 315.75 251.17
NASDAQ - Total US 100.00 141.33 173.89 213.07 300.25 542.43
NASDAQ Bank Index 100.00 149.00 196.73 329.39 327.11 314.42
______________________________________________________________________
RATIFICATION OF AUDITORS
______________________________________________________________________
ITEM NO. 2 -- RATIFICATION OF AUDITORS
The board of directors appointed Arthur Andersen LLP, independent
certified public accountants, as the Capital City Bank Group's
independent auditors for the fiscal year ending December 31,
2000. Arthur Andersen LLP has served as the Company's
independent auditors since the 1994 fiscal year.
With respect to fiscal year 2000, Arthur Andersen LLP will audit
the Company's consolidated financial statements, provide limited
reviews of quarterly reports, perform services related to filings
with the Securities and Exchange Commission, prepare the
Company's tax returns and perform various consultation services.
Representatives of Arthur Andersen LLP may be present at the
meeting to respond to appropriate questions and to make any
statements as they may desire.
The proposal to ratify Arthur Andersen LLP as independent
auditors will be approved if the votes cast by the shareowners
present, or represented, at the meeting and entitled to vote
on the matter favoring this proposal exceed the votes cast in
opposition to the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP.
______________________________________________________________________
ANNUAL REPORT
______________________________________________________________________
The Company has filed an annual report for the fiscal year ended
December 31, 1999 on Form 10-K with the Securities and Exchange
Commission. Shareowners may obtain, free of charge, a copy of
the Company's annual report on Form 10-K by writing to the Chief
Financial Officer at the Company's corporate address.
CAPITAL CITY BANK GROUP, INC.
217 North Monroe Street
Tallahassee, Florida 32301
PROXY FOR ANNUAL MEETING OF SHAREOWNERS
APRIL 25, 2000
KNOW ALL MEN BY THESE PRESENTS that I, the undersigned shareowner
of Capital City Bank Group, Inc. (the "Company"), Tallahassee,
Florida, do hereby nominate, constitute and appoint Randolph M.
Pople and Dale A. Thompson, or any one of them (with full power
to act alone), my true and lawful attorneys proxies with full
power of substitution, for me and in my name, place and stead to
vote all the shares of Common Stock of the Company, standing in
my name on its books as of the close of business on Wednesday,
March 1, 2000, at the annual meeting of its shareowners to be
held at the Florida State Conference Center, 555 West Pensacola
Street, Tallahassee, Florida, on Tuesday, April 25, 2000, at 4:00
p.m., or at any adjournments thereof with all the power the
undersigned would possess if personally present.
(Continued and to be signed on the other side)
ANNUAL MEETING OF SHAREOWNERS of
CAPITAL CITY BANK GROUP, INC.
Tuesday, April 25, 2000
PROXY VOTING INSTRUCTIONS
TO VOTE BY MAIL
- ---------------
Please date, sign and mail your proxy card in the envelope
provided as soon as possible.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
- --------------------------------------------
Please call toll-free 1-800-PROXIES and follow the instructions.
Have you control number and the proxy card available when you
call.
TO VOTE BY INTERNET
- -------------------
Please access the web page at www.voteproxy.com and follow the on-
screen instructions. Have your control number available when you
access the web page.
YOUR CONTROL NUMBER IS ---->
Please Detach and Mail in the Envelope Provided
[x] Please mark your votes as in this example.
(1) To elect the two persons listed at right as Class III
directors of the Company to serve a term of three years each, or
until their successors are duly elected and qualified.
Nominees: DuBose Ausley
John K. Humpress
FOR [ ] WITHHOLD [ ]
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.
- ----------------------------------------------
(2) To ratify the appointment of Arthur Andersen LLP as auditors
for the Company for the fiscal year ending December 31,2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) In the discretion of the Board of Directors of the Company,
to approve such other business properly coming before the meeting
or any adjournment of the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL THESE PROPOSALS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND
MAY BE REVOKED PRIOR TO ITS EXERCISE.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTIONS ARE
GIVEN ON THE PROXY, THE SHARES REPRESENTED BY THE PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2 AND AS DETERMINED BY THE BOARD OF
DIRECTORS ON ANY OTHER MATTER WHICH MAY PROPERLY BE BROUGHT AT
THE MEETING.
The undersigned Shareowner(s) hereby acknowledges receipt of the
Notice of Annual Meeting and Proxy Statement.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
Signature _______________________ Signature _______________________
Dated:______________
Note: When signed as attorney, personal representative, administrator,
trustee or guardian, please give full title. If more than one
trustee, all should sign. If owned jointly, at least one joint
owner must sign. If by a corporation please sign full name by
president or other authorized officer. If by a partner ship
please sign by an authorized person.
